REG - Annington Funding - Annington Announces Result of Tender Offer

NatwestAnnouncement

08/01/2025 14:30

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RNS Number : 6179S  Annington Funding PLC  08 January 2025

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF
THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED (EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED
STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON OR IN OR
INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT

 

8 January 2025

 

ANNINGTON FUNDING PLC

(THE "OFFEROR")

announces the final results of its tender offers to the holders of its
outstanding

£600,000,000 3.184 per cent. notes due 12 July 2029 (ISIN: XS1645518652)
(the "2029 Notes")

£400,000,000 2.308 per cent. notes due 6 October 2032 (ISIN: XS2393618389)
(the "2032 Notes")

£625,000,000 3.685 per cent. notes due 12 July 2034 (ISIN: XS1645518736) (the
"2034 Notes")

£760,000,000 3.935 per cent. notes due 12 July 2047 (ISIN: XS1645518819) (the
"2047 Notes")

£400,000,000 2.924 per cent. notes due 6 October 2051 (ISIN: XS2393618462)
(the "2051 Notes")

in each case, issued by the Offeror and guaranteed by Annington Limited
("AL"), Annington Property Limited ("APL") and Annington Homes Limited ("AHL"
and together with AL and APL, the "Guarantors" and each a "Guarantor") under
the Offeror's £5,000,000,000 Euro Medium Term Note Programme

(together, the "Tender Offer Notes")

 

The Offers were announced on 17 December 2024.

The Offers are subject to the conditions set out in the tender offer
memorandum dated 17 December 2024 (the "Tender Offer Memorandum") prepared
in connection with the Offers, including the Financing Condition, and is
subject to the offer and distribution restrictions set out therein.
Capitalised terms used in this announcement and not otherwise defined have the
meanings given to them in the Tender Offer Memorandum.

As at the Expiration Deadline, the following Tender Offer Notes had been
validly tendered pursuant to the Offers:

Aggregate principal amount of the 2029 Notes validly tendered: £592,685,000

Aggregate principal amount of the 2032 Notes validly tendered: £221,820,000

Aggregate principal amount of the 2034 Notes validly tendered: £617,184,000

Aggregate principal amount of the 2047 Notes validly tendered: £565,121,000

Aggregate principal amount of the 2051 Notes validly tendered: £45,444,000

 

Final Results of the Offers

Final pricing for the Offers in respect of the Tender Offer Notes took place
at or around 11:00 a.m. (London time) today, 8 January 2025.

The Offeror hereby announces it has decided to accept for purchase validly
tendered Tender Offer Notes as follows:

 

             Final Acceptance Amount  Relevant Benchmark Rate  Relevant Purchase Yield  Relevant Purchase Price((1))  Relevant Purchase Price including Early Tender Payment where applicable ((2))  Accrued Interest Payment((3))
 2029 Notes  £592,685,000             4.481 per cent.          4.931 per cent.          93.034 per cent.              94.034 per cent.                                                               £0.18
 2032 Notes  £221,820,000             4.519 per cent.          4.969 per cent.          83.097 per cent.              84.097 per cent.                                                               £6.34
 2034 Notes  £617,184,000             4.713 per cent.          5.163 per cent.          89.016 per cent.              90.016 per cent.                                                               £0.20
 2047 Notes  £565,121,000             5.196 per cent.          5.646 per cent.          78.356 per cent.              79.356 per cent.                                                               £0.22
 2051 Notes  £45,444,000              5.191 per cent.          5.641 per cent.          62.721 per cent.              63.721 per cent.                                                               £8.03

Notes:

(1)         Expressed as a percentage of the nominal amount of the
relevant Tender Offer Notes in accordance with "Terms and Conditions of the
Offers-Purchase Price"

(2)          Expressed as a percentage of the nominal amount of the
relevant Tender Offer Notes

(3)          Per £1,000 of the nominal amount of the relevant Tender
Offer Notes

The relevant Purchase Price and applicable Accrued Interest Payments will be
paid to Noteholders whose Tender Offer Notes are accepted for purchase by the
Offeror on the Settlement Date, which is expected to occur on
14 January 2025, subject to the terms and conditions of the Tender Offer
Memorandum, including the Financing Condition. As previously announced,
Noteholders who tendered their Tender Offer Notes for purchase prior to the
Early Tender Deadline will also be paid the relevant Early Tender Payment on
the Settlement Date, subject to the terms and conditions of the Tender Offer
Memorandum, including the Financing Condition. Following settlement of the
Offers, the Tender Offer Notes will remain outstanding as follows:

 

Aggregate principal amount of the 2029 Notes outstanding after the Settlement
Date: £7,315,000

Aggregate principal amount of the 2032 Notes outstanding after the Settlement
Date: £178,180,000

Aggregate principal amount of the 2034 Notes outstanding after the Settlement
Date: £7,816,000

Aggregate principal amount of the 2047 Notes outstanding after the Settlement
Date: £194,879,000

Aggregate principal amount of the 2051 Notes outstanding after the Settlement
Date: £354,556,000

As set out in the Tender Offer Memorandum, the Offeror has today announced the
Optional Redemption Amount, as follows:

Optional Redemption Amount of the 2025 Notes: 100.000 per cent. of the nominal
amount outstanding of the 2025 Notes.

Optional Redemption Amount of the 2033 Notes: 100.000 per cent. of the nominal
amount outstanding of the 2033 Notes.

 

Further Information

A complete description of the terms and conditions of the Offers is set out in
the Tender Offer Memorandum. Barclays Bank PLC, Goldman Sachs International,
J.P. Morgan Securities plc and NatWest Markets Plc are acting as the Dealer
Managers for the Offers. Kroll Issuer Services Limited is acting as Tender
Agent.

Questions and requests for assistance in connection with the Offers may be
directed to:

 

 THE DEALER MANAGERS
 Barclays Bank PLC                               Goldman Sachs International

 1 Churchill Place                               Plumtree Court

London E14 5HP
25 Shoe Lane

United Kingdom
London EC4A 4AU

United Kingdom
 Telephone: +44 20 3134 8515                     Telephone: +44 20 7552 2320Email:liabilitymanagement.eu@gs.com

Email: eu.lm@barclays.com

                                               Attention: Liability Management Group
 Attention: Liability Management Group
 J.P. Morgan Securities plc                      NatWest Markets Plc
 25 Bank Street                                  250 Bishopsgate

Canary Wharf
London EC2M 4AA

London E14 5JP
 Telephone: +44 20 7134 2468                     Telephone: +44 20 7678 5222

 Email: liability_management_EMEA@jpmorgan.com   Email: NWMLiabilityManagement@natwestmarkets.com

 Attention: EMEA Liability Management Group      Attention: Liability Management

 

Questions and requests for a copy of the Tender Offer Memorandum may be
directed to:

THE TENDER AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

 

Tel: +44 207 704 0880

Attention: Owen Morris

Email: annington@is.kroll.com

Tender Offer Website: https://deals.is.kroll.com/annington
(https://deals.is.kroll.com/annington)

 

Each Noteholder is solely responsible for making its own independent appraisal
of all matters as such Noteholder deems appropriate (including those relating
to the Offers, the Notes, the Offeror and the Guarantors) and each Noteholder
must make its own decision, based upon its own judgement and having obtained
advice from such financial, accounting, legal and tax advisers as it may deem
necessary, as to whether to tender any or all of its Tender Offer Notes for
purchase pursuant to the Offers.

None of the Dealer Managers, the Tender Agent or any of their respective
directors, officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information concerning
the Offers contained in this announcement or in the Tender Offer Memorandum.
None of the Dealer Managers, the Tender Agent, the Offeror, the Guarantors or
any of their respective directors, officers, employees, agents or affiliates
is acting for any Noteholder, or will be responsible to any Noteholder for
providing any protections which would be afforded to its clients or for
providing advice in relation to the Offers, and accordingly none of the Dealer
Managers, the Tender Agent, the Guarantors or any of their respective
directors, officers, employees, agents or affiliates assumes any
responsibility for any failure by the Offeror to disclose information with
regard to the Offeror or the Tender Offer Notes which is material in the
context of the Offers and which is not otherwise publicly available.

None of the Dealer Managers, the Tender Agent, the Offeror, the Guarantors or
any of their respective directors, officers, employees, agents or affiliates
makes any representation or recommendation whatsoever regarding the Offers, or
any recommendation as to whether Noteholders should tender Tender Offer Notes
in the Offers.

Disclaimer

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. If any Noteholder is in any doubt as to the
contents of this announcement or the Tender Offer Memorandum or the action it
should take, it is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser.

MAR

This announcement is released by Annington Funding plc and contains
information that qualified or may have qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms
part of domestic law of the United Kingdom by virtue of the EUWA ("MAR"). For
the purposes of MAR this announcement is made by Stephen Leung, Director, on
behalf of Annington Funding plc.

 

 

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